Cosmo Pharmaceuticals N : Explanatory notes – EGM 5 July 2024

EXPLANATORY NOTES TO THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF COSMO PHARMACEUTICALS N.V. ("COSMO") ("EGM") ON FRIDAY 5 JULY 2024.

Item 1: Opening of the EGM.

The chairperson of the meeting will open the EGM.

Item 2: Report of the Board of Directors on the course of business of COSMO and the conduct of its affairs during financial year ended 31 December 2023 ("FY 2023") (discussion item)

Discussion on the report of the board of directors of COSMO ("Board of Directors") on the course of business of COSMO and the conduct of its affairs during FY 2023. For further details please be referred to the annual report of FY 2023 available through the following link to COSMO's website: https://www.cosmopharma.com/investors/financial-reports

Item 3: Proposal to adopt the annual accounts of FY 2023 (voting item).

The annual accounts of FY 2023 have been drawn up by the Board of Directors and audited by BDO Audit & Assurance B.V. ("BDO"). BDO has issued an unqualified opinion for the annual accounts of FY 2023. Pursuant to article 25.6 of the articles of association of COSMO ("Articles"), the general meeting of COSMO ("General Meeting") decides on the adoption of the annual accounts. The Board of Directors proposes to the General Meeting to adopt the annual accounts of FY 2023.

Item 4: Appropriation of the result of FY 2023 (voting item).

As stated in the annual accounts of FY 2023 (standalone), the result for FY 2023 amounts to EUR 48.481 million. Subject to the adoption of the annual accounts of FY 2023 (including the consolidated financial statements and financial statements) by the General Meeting and in accordance with article 26 of the Articles, the Board of Directors has decided to propose to the General Meeting to add the result of FY 2023 to COSMO's retained earnings.

Item 5: Proposal to adopt the proposed resolution of the Board of Directors to declare a distribution out of COSMO's freely distributable reserves (voting item).

On 31 May 2024, the Board of Directors resolved to propose to the General Meeting, to declare a cash distribution in the amount of EUR 2.00 per ordinary share of COSMO ("Distribution"), at the expense of COSMO's freely distributable reserves.

If the General Meeting adopts the proposed resolution of the Board of Directors, the Distribution will be paid in cash to the eligible ordinary shareholders of COSMO.

Item 6: Proposal to adopt the Company's remuneration policy (voting item).

It is proposed to the General Meeting to adopt the proposed updates to the remuneration policy of the Company, which allows the Company to attract and retain the most highly qualified Executives, Non-Executives and managers and to motivate them to achieve business and financial goals that create value for shareholders in a manner consistent with the core business and leadership values of the Company. It is proposed to grant the Board the flexibility to reward exceptional performances by Executives, Non-Executives and senior management which is currently not adequately provided in the current remuneration policy.

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Item 7: Proposal to grant ordinary shares and/or the right to subscribe for ordinary shares to the members of the Board of Directors (voting item).

Pursuant to Dutch law and the Articles, arrangements for the Board of Directors concerning remuneration in the form of ordinary shares or rights to subscribe for ordinary shares ("Options") shall be submitted as a proposal to the General Meeting for its approval.

In line with the Company's employee share option plan ("ESOP") and the remuneration policy of COSMO and in order to maintain the motivational effect of the ESOP, it is proposed to grant up to a maximum number of Options to the Board of Directors as follows: for the executive directors ("Executives") up to a maximum number of 70,000 Options; and for the non- executive directors ("Non-Executives") up to a maximum number of 42,000 Options. The Options to be granted to the Executives and the Non-Executives shall have a strike price equal to the closing share price of Cosmo's listed ordinary shares on the date of granting of such Options by the Board of Directors, all of the Options will have a vesting period of three (3) years following the date of grant and shall expire six (6) years after the date of grant by the Board of Directors.

Item 8: Proposal to grant discharge to the (former) members of the Board of Directors (voting item).

It is proposed to the General Meeting to grant discharge from liability to: (i) the former executive member of the Board of Directors ("Executive") in respect of his duties performed as Executive to the extent that his performance is apparent from the annual accounts of FY 2023 or otherwise disclosed to the General Meeting; and (ii) each of the (former) non-executive members of the Board of Directors ("Non-Executives") in respect of their duties performed as Non-Executive to the extent that their performance is apparent from the annual accounts of FY 2023 or otherwise disclosed to the General Meeting.

Item 9: Closing of the EGM

The chairperson of the meeting will close the EGM.

6 June 2024

COSMO Pharmaceuticals N.V.

Board of Directors

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